AVESTA TRUST
24F-2NT, 1996-02-28
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<PAGE>
 
APPENDIX I.         U.S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON D.C.  20549

                                  FORM 24F-2
                       Annual Notice of Securities Sold
                            Pursuant to Rule 24f-2

            Read instructions at end of Form before preparing Form.
                             Please print or type.

- - --------------------------------------------------------------------------------

  1.  Name and address of Issuer:     AVESTA Trust
                                      7-TCT-37
                                      P.O. Box 1555
                                      Houston, Texas 77251-1555  

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  2.  Name of each series or class of funds for which this notice is filed:

  Equity Growth Fund, Equity Income Fund, Balanced Fund, Income Fund, Money 
  Market Fund. Core Equity Fund, Small Capitalization Fund, Short Intermediate
  Term U.S. Government Securities Fund, U.S. Government Securities Fund,
  Intermediate Term Bond Fund, Risk Manager-Income Fund, Risk Manager-Balanced
  Fund, Risk Manager-Growth Fund

- - --------------------------------------------------------------------------------
  3.  Investment Company Act File Number:       811-5526

      Securities Act File Number:               0000803747

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  4.  Last day of fiscal year for which this notice is filed:   12/31/95

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  5.  Check box if this notice is being filed more than 180 days after the close
      of the issuer's fiscal year for purposes of reporting securities sold
      after the close of the fiscal year but before termination of the issuer's
      24f-2 declaration:
                                                                             [ ]

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  6.  Date of termination of issuer's declaration under rule 24f-2(a)(1), if 
      applicable (see instruction A.6):

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  7.  Number and amount of securities of the same class or series which had been
      registered under the Securities Act of 1933 other than pursuant to rule
      24f-2 in a prior fiscal year, but which remained unsold at the beginning
      of the fiscal year:

- - --------------------------------------------------------------------------------
  8.  Number and amount of securities registered during the fiscal year other
      than pursuant to rule 24f-2:

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  9.  Number and aggregate sale price of securities sold during the fiscal year:

      Total Shares Issued:    150,074,264
      Aggregate Price of Shares Issued:      $231,886,389      

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- - --------------------------------------------------------------------------------
  10.  Number and aggregate sale price of securities sold during the fiscal year
       in reliance upon registration pursuant to rule 24f-2:
      
       Total Shares Issued:    150,074,264
       Aggregate Price of Shares Issued:    $231,886,389

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  11.  Number and aggregate sale price of securities issued during the fiscal
       year in connection with dividend reinvestment plans, if applicable (see
       instruction C.7):

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  12.  Calculation of registration fee:

       (i) Aggregate sale price of securities sold 
           during the fiscal year in reliance on rule 
           24f-2 (from item 10):                                $  231,886,389
                                                                 -------------

      (ii) Aggregate price of shares issued in connection
           with dividend reinvestment plans (from item 11, 
           if applicable):                                      +  
                                                                --------------

     (iii) Aggregate price of shares redeemed or repurchased
           during the fiscal year (if applicable):              _  236,462,289
                                                                --------------

      (iv) Aggregate price of shares redeemed or repurchased
           and previously applied as a reduction to filing 
           fees pursuant to rule 24f-2 (if applicable):         +
                                                                -------------

       (v) Net aggregate price of securities sold and issued
           during the fiscal year in reliance on rule 24f-2
           [line(i), plus line (ii), less line (iii), plus         
           line (iv)](if applicable):                           --------------


      (vi) Multiplier prescribed by Section 6(b) of the 
           Securities Act of 1933 or other applicable law
           or regulation (see instruction C.6):                 x   0.00034482
                                                                --------------

     (vii) Fee due [line (i) or line (v) multiplied by              ($1,577.90)
           line (vi)]:                                          ==============

 Instructions:  Issuers should complete lines (ii), (iii), (iv), and (v) only 
                if the form is being filed within 60 days after the close of 
                the issuer's fiscal year. See Instruction C.3.

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  13.  Check box if fees are being remitted to the Commission's lockbox
       depository as described in section 3a of the Commission's Rules of
       Informal and Other Procedures (17 CFR 202.3a).
                                                                      [X]

       Date of mailing or wire transfer of filing fees to the Commission's 
       lockbox depository:
       
       Date of Mailing:   02/26/96  ($500.00 to be remitted)

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                                  SIGNATURES

       This report has been signed below by the following persons on behalf 
       of the issuer and in the capacities and on the dates indicated.


       By (Signature and Title)   /s/ Marguerite Williams
                                ---------------------------------------------
                                  Marguerite Williams, Controller & CAO
                                ---------------------------------------------

       Date     02/26/96
           ------------------------------

  Please print the name and title of the signing officer below the signature.
- - --------------------------------------------------------------------------------



<PAGE>
 
       [LETTERHEAD OF LIDDELL, SAPP, ZIVLEY, HILL & LABOON APPEARS HERE]


                               February 28, 1996

AVESTA Trust
07 TCT 37
601 Travis
Houston, Texas 77002

Gentlemen:

     We have acted as Texas counsel for the AVESTA Trust (the "Trust") in 
connection with certain aspects of its Registration Statement (the "Registration
Statement") on Form N-1A as amended (File No. 33-9421) filed with the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as amended, and 
the Investment Company Act of 1940, as amended. The Registration Statement 
covered an unlimited number of units of beneficial interests ("Units") in the 
Trust, which is an opened-end, diversified management investment company 
consisting of fifteen (15) funds--the Money Market Fund, the Income Fund, the 
Equity Growth Fund, the Equity Income Fund, the Balanced Fund, the 
Short-Intermediate Term U.S. Government Securities Fund, the  U.S. Government
Securities Fund, the Small Capitalization Fund, the Core Equity Fund, the 
Intermediate Term Bond Fund, the Risk Manager-Income Fund, the Risk Manager-
Balanced Fund, the Risk Manager-Growth Fund, the International Equity Fund
and the International Bond Fund. You have advised us that the Trust has issued
and sold 143,467,408 units of the Money Market Fund, 643,190 units of the Income
Fund, 447,019 units of the Equity Growth Fund, 552,331 units of the Equity
Income Fund, 179,016 units of the Balanced Fund, 960,197 units of the Short-
Intermediate Term U.S. Government Securities Fund, 87,397 units of the U.S.
Government Securities Fund, 215,639 units of the Small Capitalization Fund,
412,444 units of the Core Equity Fund, 212,880 units of the Intermediate Term
Bond Fund, 1,270,206 units of the Risk Manager-Income Fund, 1,379,553 units of
the Risk Manager-Balanced Fund, 246,984 units of the Risk Manager-Growth Fund,
and no units of the International Equity Fund and no units of International Bond
Fund during the fiscal year of the Trust ending December 31, 1995.

     You have delivered to us a copy of the Amended and Restated Declaration of 
Trust dated April 22, 1994, red-lined to show all changes from the Declaration 
of Trust dated March 29, 1988, as previously amended in Sections 1.1, 2.1(h), 
3.1 and 6.2 by the Amendment and
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Page 2

Restatement thereof dated February 26, 1993. We have reviewed the changes 
marked, but no other text, and we assume no other changes to the Declaration of 
Trust have been made. We further assume that there have been no changes to the 
Rules and Procedures of the Supervisory Committee and form of the Management 
Agreement, which were provided to us by your counsel, and which we reviewed in 
forming our original opinion dated March 30, 1988, in connection with the filing
of the Registration Statement, except to the extent the Rules and Procedures of 
the Supervisory Committee were amended on February 17, 1993, a copy of which you
provided us. We assume the continued accuracy of the assumptions made in our 
prior opinion with respect to such documents, and with respect to the 
Declaration of Trust.

     We further assume that all participating trusts to which units have been 
issued have as a trustee or co-trustee, either Texas Commerce Bank National 
Association or a bank which is a member of an affiliated group with Texas 
Commerce Bank National Association, as defined in Section 1504 of the Internal 
Revenue Code of 1986, as amended, and that the units described above have been 
issued in accordance with the Declaration of Trust and with the trust 
instruments creating the Participating Trusts.

     Based upon the foregoing, it is our opinion that the units which have been 
issued as described above were validly issued and are fully paid and 
non-assessable.

     Terms used in this opinion shall have the same meanings assigned to such 
terms in the Declaration of Trust.

     This opinion is limited to the trust laws of the State of Texas now in 
effect, and we disclaim any responsibility to inform you of any changes. This 
opinion does not extend to Texas securities laws, and no opinion is made as to 
the necessity, if any, to register the Trust or the Units thereof under the laws
of the State of Texas. No opinion is expressed as to any matter that may be 
governed by the laws of the United States or of any other jurisdiction, and 
compliance with such laws and the issuance of the Units in accordance with such 
laws is expressly assumed herein.

     This is a replacement letter for our opinion letter dated February 22,
1996, which is hereby revoked with your consent. We hereby consent to the use of
this letter by the Trust in connection with its Notice pursuant to Rule 24f-2
under the Investment Company Act of 1940 for its fiscal year ending December 31,
1995.

                               Very truly yours,

                               /s/ Liddell, Sapp, Zivley, Hill & LaBoon

                               Liddell, Sapp, Zivley, Hill & LaBoon

SED:ro



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